—(1) Every company shall keep at its registered office a register of its directors, managers, secretaries and auditors.
(2) The register shall —
contain, with respect to each director, a signed copy of his consent to act as director under this Act together with a prescribed statement that he is not disqualified to act as a director;
specify his present full name, any former name, his usual residential address, his nationality and identification (if any); and
contain documentary evidence (if any) of any change in his name.
(3) Where a person is a director in one or more subsidiaries of the same holding company it shall be sufficient compliance with subsection (2) if it is disclosed that the person is the holder of one or more directorships in that group of companies and the group may be described by the name of the holding company with the addition of the word “Group”.
(4) The register shall specify with respect to each manager, secretary and auditor his full name, identification and address.
(4A) The register shall contain a signed copy of the consent of the secretary of the company to act as the secretary.
(5) The register shall be open to the inspection of the Registrar and any member of the company without charge and of any other person on payment of $2, or such less sum as the company requires, for each inspection.
(6) The company shall lodge with the Registrar —
within one month after —
a person becomes, or ceases to be, a director of the company; or
a person who is a director of the company becomes disqualified from acting as such by virtue of this Act or any other written law,
a return in the prescribed form notifying the Registrar of that fact and containing, with respect to that person, the particulars required to be specified in the register;
[Deleted by Act 12 of 2002]
within one month after a person becomes a manager, secretary or auditor of the company, a return in the prescribed form notifying the Registrar of that fact and specifying the full name and address of that person;
within one month after a person ceases to be a manager, secretary or auditor of the company, a return in the prescribed form notifying the Registrar of that fact;
[Deleted by Act 28 of 1994]
within one month of any change in the name, identification or nationality of any director, manager or secretary, a notice in the prescribed form notifying the Registrar of the new name, identification or nationality of that person.
(6A) Any director of a company who becomes disqualified from acting as such by virtue of section 148 or 155 or who resigns from office may himself lodge with the Registrar the return referred to in subsection (6)(a) if he has reasonable cause to believe that the company will not lodge the return with the Registrar.
(6B) Where the Registrar has reasonable cause to believe that a director of a company is no longer qualified to act as such by virtue of section 148 or 155, he may, either upon lodgment of a return referred to in subsection (6)(a) or on his own initiative, remove the name and other particulars of the director from any register kept by the Registrar under section 12.
(7) Any director, manager or secretary of a company who has changed his residential address shall, within one month thereof —
notify the company of the change; and
subject to subsection (7A), lodge or cause to be lodged with the Registrar a notice in the prescribed form notifying the Registrar of his new residential address.
(7A) Where any director, manager or secretary of a company has made a report of a change of his residential address under section 8 of the National Registration Act (Cap. 201), he shall be deemed to have notified the Registrar of the change in compliance with subsection (7)(b).
(7B) If default is made by a company in complying with any of subsections (1) to (6), the company and every officer of the company who is in default shall each be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty.
(7C) If default is made by any director, manager or secretary of a company in complying with subsection (7), he shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty.
(8) A certificate of the Registrar stating that from any return lodged with the Registrar pursuant to this section it appears that at any time specified in the certificate any person was a director, manager, secretary or auditor of a specified company shall in all courts and by all persons having power to take evidence for the purposes of this Act, be received as prima facie evidence of the facts stated therein and, for the purposes of this subsection, a person who appears from any return so lodged to be a director, manager, secretary or auditor of a company shall be deemed to continue as such until by a subsequent return so lodged or by a notification of change in the prescribed form so lodged it appears that he has ceased to be or becomes disqualified to act as such a director, manager, secretary or auditor.
(9) In this section —
“identification” means, in the case of any person issued with an identity card, the number of the identity card, in the case of a person not issued with an identity card, particulars of the passport or such other similar evidence of identification as is available, if any;
“director” includes an alternate, substitute or local director.
[UK, 1948, s. 200; Aust., 1961, s. 134]